THE Philippine Women’s College of Davao has been instrumental in shaping the city’s academic excellence, having produced many notable Dabawenyo graduates across various programs. This includes Vice President Sara Duterte, renowned Dubai-based fashion designer Popoy Barba, and 2023 Datu Bago awardee for Arts and Design Education Brenda Z. Barba, among many others.
However, during the last few years, its stagnancy has become evident. Its development has been hampered by intra-corporate disputes between two groups, both claiming to be the institution’s legitimate authority.
In the previous interview, Mr. Emmanuel Canivel, the PWC president whose legitimacy was proclaimed by the court, encouraged looking deeper into the situation to unearth that the crux of the matter remains: “the need for greater administrative and financial transparency from those who claim his presidency as illegitimate.”
Background of intra-corporate dispute case, timelines of events
The cases arose because two opposing groups of Trustees claimed to be the legitimate Trustees of PWC-Davao.
In the Case No: R-DVO-23-02238-CV for intra-corporate dispute, the complainants, Mr. Canivel and the PWC, alleged that defendants Ms. Lietz, Ms. Icasiano, Madeline D. Marfori, Dimple T. Dumandagan, Emi L. Englis, Maria Nancel F. Lantisce, Norjames S. Goad, Atty. Robert A. Hernandez, Vicente Antonio V. Pijano III, Deogracia B. Corpuz, Alma Rose B. Bersano, and Maria Alma G. Facto are falsely claiming to be Trustees, members, officers and authorized representatives of PWC by filing a falsified and void General Information Sheet (GIS) before the Securities and Exchange Commission (SEC) on February 18, 2023.
They also complained that the group made it appear that a valid meeting was held on February 18, 2023, and that Lietz, Icasiano, Marfori, Dumandagan, Englis, Lanticse and Goad are Trustees or members of the Board of Trustees.
Mr. Canivel claims that the meeting conducted by the defendants on February 18, 2023 was void, as it was improperly called due to the absence of any notice and quorum, which is a violation of PWC by-laws.
Meanwhile, the meeting called by the majority members of PWC, led by Canivel, on the same date complied with the rules.
"Mr. Canivel said that the majority members of the PWC, including Canivel, called a Special Meeting of the Members of PWC on February 18, 2023 for the purpose of electing two new Trustees to replace defendants Lietz and Emiliano Lo whose terms as Trustees had already expired in 2021 and 2022," the court document stated.
"After the meeting, the plaintiffs said that another Special Meeting was unanimously conducted by the five Board of Trustees, including Canivel. They stated that prior to the said meeting, plaintiff Canivel resigned as President and Treasurer of PWC," the court document added.
During the Special Meeting, the following PWC officers were elected: Dr. Lualhati G. Trias – Chairperson; Canivel – President; Ruby A. Benitez – Treasurer; and Atty. Alro S. Paglinawan – Secretary.
On the issue of GIS with the SEC, Canivel stated in the court document: "We could not immediately file the GIS with the SEC because the password previously given by the SEC to the PWC for the electronic filing of the GIS is under the control of two persons who were no longer communicating with us."
The complainants averred that the defendants illegally attempted to change the authorized signatories in the accounts of the PWC at its depository banks, which, as a prerequisite, is the GIS at the SEC showing who the valid Trustees of PWC are.
Due to the documents submitted by defendants to the SEC, the PWC's depository banks decided to put on hold the accounts of PWC.
As a result, the PWC was unable to pay its employees' salaries. This made the employees storm the accounting office on March 29, 2023, and confront the Finance Director. The complainants alleged that the act was instigated by the defendants.
On the same day, the bank allowed withdrawal from the accounts provided that all signatories authorized by both parties, the group of the defendants and that of the complainants, signed the forms.
However, not all of the employees were paid their wages. The wages of the "confidential employees and consultants" were not released because the defendants failed to provide their names, positions, and salaries, a basic requirement before a company releases funds for salaries.
Moreover, Canivel discovered that on April 17, 2023, two unauthorized transactions were conducted involving the PWC's accounts at one of PWC's depository banks. Canivel questioned the transaction when the designated signatory from the complainant's party never attached her signature nor approved the same.
On April 20, 2023, a letter was sent by the said bank claiming that the Fund Transfers and Account Withdrawal were initiated and approved by PWC's designated signatories.
"It was later found out that defendant Pijano surreptitiously caused the authorized fund transfers and account withdrawal," the court document stated.
Canivel, in a previous interview with this writer, reiterated that this was what he had been protecting all along: the funds that should have been used for the betterment of the institution and the students it serves.
The complainants then sought an "Extremely Urgent Application for Ex Parte Temporary Restraining Order and Writ of Preliminary Prohibitory and Mandatory Injunction" or in the alternative, the creation of an Interim Management Committee (IMC), who will manage the affairs of PWC while the case is pending, to prevent further financial damages as a result of ‘unmonitored and unauthoriized’ bank transactions.
On 24 May 2023, the court approved the creation of the IMC.
The IMC chairperson was given the powers, duties, and functions to take the place of PWC-Davao's management and its board of trustees, assume their rights and responsibilities, and preserve the institution's assets and properties. She was also mandated to submit two names from the members of the Committee as signatories to any bank transactions, provided that these two members come from one member from each of the two groups, and to report to the court "any fact ascertained by it pertaining to the causes of the problems, fraud, misconduct, mismanagement and irregularities committed by the trustee/s officers, management of any other person."
The IMC, however, is tasked to approve financial matters, including the budget and fiscal plans, focusing on urgent decisions at the operation level, including authorizing payments for bills, establishing guidelines, systems, and procedures to ensure timely payment of all liabilities of PWC. This includes managing fund requests and disbursements to meet all financial obligations promptly.
The IMC will also ratify or review any agreements concerning contracts entered into with service contractors.
This remedy was working at first, with the complainants stipulating that the IMC created as proposed by the parties already convened and was already operational.
However, the following were not yet settled but were "duly admitted by defendants:" Defendants filed a General information Sheet (GIS) dated February 18, 2023 before the Securities and Exchange Commission (SEC); A meeting was conducted by defendants on February 18, 2023; Defendants received a copy of the notice calling for a special meeting of the members of the PWC called by complainant Canivel; and in the meeting called by Canivel, defendants Lietz, Pijano, Icasiano and Emiliano to did not attend.
The complainant now raised these issues: the defendants' meeting on February 18, 2023 was not called by the majority of the members of PWC; the defendants falsified the GIS filed before the SEC on February 18, 2023, which is vital for fund transactions; the defendants' meeting on February 18, 2023 was improperly called because of the absence of any notice and quorum; the defendants attempted to change the signatories of the depository bank accounts of PWC; the terms of office of Lietz and Emiliano Lo ended in 2021 and 2022.
Canivel's side posited that only persons nominated and elected by the majority of the members may be admitted as members of the Board of Trustees of PWC, thereby, the supposed elections and/or appointments of defendants as members, trustees, and/or officers of PWC must also be declared null and void and without legal effect.
In the court's 29-page decision, it was ruled that Canivel was validly nominated and elected as member of the PWC Corporation and, at the same time, a valid member of the Board of Trustees.
"Pursuant to the PWC's by-laws, in order for a person to be considered a member of the corporation, the following are the qualifications, to wit:
ARTICLE I
MEMBERS
Section 1. QUALIFICATION & ELECTION - Any person, of legal age, a resident and citizen of the Philippines and in good standing in his and her community, may be nominated for membership by any member of record of the corporation, and shall be elected by affirmative vote of the majority of all the members of the corporation."
In this case, Emmanuel Canivel became one of the five individuals elected as new members of PWC, as he was nominated and duly elected by all members present on July 5, 2019, during the PWC members' annual meeting.
"Hence, it is undisputed that Canivel is a valid member of PWC since July 5, 2019," the court stated.
"Meanwhile, in order to be a valid member of PWC's Board of Trustees, the by-laws provides:
ARTICLE II
BOARD OF TRUSTEES
Section 1. ELECTION. The election of a trustee to succeed the trustee of the corporation whose terms of office expires at the end of the next proceeding year, shall be held at the annual meeting of the members of the corporation. Only members of the corporation may be elected trustee and any trustee elected shall serve for a term of five years and until his or her successor has been duly elected and qualified as provided by law and those by-laws."
Canivel was one of the two persons nominated and voted by six out of seven members present as Trustee to serve for PWC on July 18, 2020, hence, he was validly elected as a member of PWC's Board of Trustees.
Before the controversy, PWC had only 13 members of the corporation, namely: Conrado Benitez II; Tomas Julio Benitez; Ruby Benitez; Elizabeth Lietz; Emiliano Lo; Amelou Benitez-Reyes; Susie Benitez; Rosario Lizada; Dr. Joachim Benitez; Dr. Andreanna Benitez; Emmanuel Canivel; Atty. Rafael S. Rodriquez; and Dr. Lualhati G. Trias.
On July 18, 2020, the 13 members of the corporation were: Tomas Julio Benitez; Ruby Benitez; Elizabeth Lietz; Emiliano Lo; Amelou Benitez-Reyes; Susie Benitez; Dr. Joachim Benitez; Dr. Andreanna Benitez; Emmanuel Canivel; Atty. Rafael S. Rodriquez; Dr. Lualhati G. Trias; (Elected new members) Vicente Pijano III; and Mary Jude B. Icasiano, because Rosario Lizada resigned in 2020, and Conrado Benitez II died in 2020.
In 2021, there were only 12 members of the corporation as no new members were elected and Amelou Benitez-Reyess died.
In the 2022 Annual Meeting, the following were the members of the corporation: Tomas Julio Benitez; Ruby Benitez; Elizabeth Lietz; Emiliano Lo; Dr. Joachim Benitez; Dr. Andreanna Benitez; Emmanuel Canivel; Atty. Rafael S. Rodriquez; Dr. Lualhati G. Trias; Vicente Pijano III; Mary Jude B. Icasiano; Karen Benitez; (newly-elected members) Simeon P. Marfori III; Dr. Enrico Supangco and Susie Benitez.
However, Susie Benitez died later in 2022, while Karen Benitez resigned, bringing the number of members back to 13. But prior to the controversy, there were still 14 members of the corporation.
Meanwhile, on the defendants’ side, they raised these issues: Whether the majority of all the members attended the meeting conducted by Canivel's group on February 18, 2023, and whether the PWC constituents recognize the legitimacy of Mr. Canivel's presidency.
The court ruled that the election and appointments of defendants as members, trustees, and/or officers of PWC are null and void.
"In order for a person to be validly considered as a member of the corporation, Article I, Section 1 of the Corporation's By-laws provides the following qualifications and the procedure in declaring the members must be strictly observed: He or she must be of legal age, a resident and citizen of the Philippines; In good standing in his and her community, He or She may be nominated for membership by any member of record of the corporation, and shall be elected by affirmative vote of the majority of all the members of the corporation."
In the court ruling, it stated that in this case, "the nomination and election of the following persons may be declared invalid since there is no showing that they were elected by the affirmative votes of the majority of all the members of the corporation, namely: Madeline Dizon Marfori; Lizabeth Robillo-Lu; Annie Candari; Marilyn Guinoo; Rita Angeles Atienza; Dimple T. Dumandagan; Jose Rhoniel L. Batu; Catherin Z. Demandante; Sheryll C. Gallardo; Maribeth D. Justiniane; Eleonor Grace G. Aujero; President Arnold Barillo; Maria Nancel Lanticse; Jun Artajo; Rosalie Tolentino; Emi Englis; Norjames Goad; Amado Santos Munda; and Irene Morada Santiago."
The court ruled that they were merely nominated as representatives of various stakeholders and constituents of PWC and appointed by Lietz, failing to conform to the corporation's by-laws, which states that "members of the corporation must be nominated by any member of record of the corporation and shall be elected by the affirmative votes of the majority of all the members of the corporation."
"Defendant Lietz admitted in her Judicial Affidavit that the said members were merely nominated by various stakeholders and she appointed them to become the new members of the corporation," the court ruling said.
It added stated that the defendants' meeting on February 18, 2023 is null and void.
"Here, the annual meeting of members of PWC conducted on February 18, 2023 by defendants Lietz et al., as reflected in the General Information Sheet filed before the Securities and Exchange Commission (SEC), failed to comply with the notice requirement provided in Section 5 of the by-laws. No notice was issued regarding the February 18, 2023 annual meeting of members of the PWC for the meeting conducted by defendants," the court order stated.
On the defendants' argument that the meeting called for by Canivel should also be declared null and void because Ms. Lietz, as Chairman of the Board, failed to preside over the meeting due to her absence, the court ruled that there is nothing in the institution's provision that states the meeting should be declared null and void due to the inability of the Chairman to preside the meeting.
"If the above-cited provision is strictly construed, it would mean that no meeting can ever be conducted if the Chairman is not present or chooses not to be present. The meeting under the by-laws cannot be held hostage by the whims of one party. If we were to give weight to defendant's interpretation, the validity of the corporation's meetings would depend solely on the prerogative of the Chairman of the Board of Trustees to attend or not to attend... If he or she is not present or decides not to cooperate, another member of the Board can preside the meeting if there is a quorum and decided by the majority of the members present," the court order stated.
Aside from that, the court also said that defendant Lietz ceased to be the Chairman of the Board of Trustees on February 18, 2023, as her term as a member of the Board had expired in 2021.
Consequently, the GIS filed by the defendants on February 18, 2023, before the SEC was declared null and void and thus, should not be given force and effect, because the meeting the defendants called for on the same date was null and void.
Background of quo warranto case vs Canivel
As to the legality of the presidency of Canivel, a quo warranto case was filed by Ms Lietz and Ms Icasiano against Canivel, Ruby Benitez, Joachim Benitez, Karen Benitez, and Andreanna Benitez.
This time, the complainants, Lietz and Icasiano, alleged that on October 20, 2022, a Board of Trustees (BOT) meeting was held and was only attended by defendants Tomas Julio Benitez, Ruby Benitez, and Emmanuel Canivel without any formal notice, hence, plaintiff Lietz was absent. In the meeting, Atty. Randy Ceniza was appointed as the new Corporate Secretary.
The complainants, Lietz and Icasiano, contended that several members of the corporation had personal knowledge that defendants Joachim Benitez, Karen Benitez, and Andreanna Benitez are residents and citizens of the United States of America and US passport holders, being children of the late President Conrado Benitez.
The qualification of Ruby Benitez was also questioned for lacking a bachelor's degree as required by existing government regulations and the Manual of Regulations for Private Higher Education of 2008 (MORPHE).
They assailed the validity of the meetings of the corporation and the BOT, alleging that it had several infirmities, including lack of quorum, absence of the chairperson, who is Ms Leitz herself, and violation of notice requirements.
On December 9, 2022, with only three BOT members present and without notice or agenda, defendants allegedly elected among themselves a new President, despite not having the required quorum. All meetings and procedures were allegedly contrary to the Articles and By-Laws of PWC.
The complainants argued that Section 46(f) of the Revised Corporation Code allows corporations to provide qualifications of directors or trustees in their by-laws. PWC by-laws require members to be residents and citizens of the Philippines, thereby disqualifying the US-resident defendants.
Provided in the by-laws that all members of the corporation and its trustees must be residents of the Philippines. While the Revised Corporation Code does not impose citizenship restrictions on trustees, the 1987 Constitution, MORPHE, and the by-laws require that control and administration of educational institutions be vested in Filipino citizens.
Meanwhile, the complainants averred that in recent BOT meetings, including those on September 17, October 22, and December 9, 2022, the requisite quorum was never attained, as three out of six trustees cannot constitute a majority. Despite this, the defendants unilaterally elected and installed Canivel as President without notice, a selection process, or consultation.
On April 4, 2023, Canivel filed his answer, denying complainants' claim that Lietz is the Chairperson of PWC as her term has already expired in 2021, and the members of PWC elected a new Chairperson during the Special Meeting on February 18, 2023 in the person of Dr. Lualhati G. Trias, although Lietz and Icasiano are still members of PWC.
Regarding Lietz' allegation that there was a failure to send out notices for the membership meeting, Canivel argued that PWC approved videoconferencing and sending of notices to the chosen email address beginning July 18, 2020, and notices of meetings have since been sent to the chosen email addresses, including plaintiff Lietz's email.
Canivel alleged that on October 20, 2022, a Special Meeting of the Board and the election of a new Corporate Secretary were held in light of Lietz's refusal to call a Special Meeting of the Board. Despite the latter's refusal, Canivel asserted that they sent an email to Lietz, particularly the link to the virtual meeting. The minutes of the October 20, 2022 was sent on December 9, 2022 to all the members of the Board, including Lietz.
The minutes of the December 9, 2022 meeting was emailed to all members of the Board, including Lietz on January 11, 2023.
Canivel maintained that the complainants were notified of the Regular and Special Board Meetings conducted by the corporation. It was Lietz who was not responsive to the notices sent to her email.
Canivel further emphasized that the complainants' objection to his election as President on December 9, 2022, has been rendered moot and academic by his resignation and subsequent election by the new Board on February 18, 2023.
During the February 18, 2023, a Special Meeting of the members of PWC was conducted, wherein new Trustees were elected, and on the same date, the Board conducted a Special Meeting pursuant to the amended by-laws. Prior to that, Canivel tendered his irrevocable resignation as President and Treasurer, and the Board unanimously elected new officers.
Canivel maintained that the corporation is composed of 14 members, namely, Tomas Julio A. Benitez, Ruby A. Benitez, Dr. Joachim Benitez, Dr. Andreanna Benitez, Emmanuel Q. Canivel, Dr. Lualhati G. Trias, Atty. Rafael S. Rodriquez, Dr. Enrico Supangco, Simeon P. Marfori III, Elizabeth San Pedro Lietz, Emiliano Lo, Vicente Antonio Pijano III, Mary Jude B. Icasiano, and Karen Benitez.
However, on February 14, 2023, defendant Karen Benitez tendered her resignation from her membership with PWC. With her resignation, PWC has only 13 members.
On February 18, 2023, a Special Meeting of the members of the PWC was held where the majority of the members of the PWC were present. During the Feb. 18, 2023 meeting, Dr. Lualhati G. Trias and Simeon P. Marfori III were elected as Trustees in light of the expiration of the term of office of Lietz and Emiliano Lo in 2021 and 2022, respectively. With their election, the Board is now composed of five Trustees, namely, Tomas Julio A. Benitez, defendant Ruby Benitez, defendant Emmanuel Canivel, Dr. Lualhati G. Trias, Simeon P. Marfori.
After the said special meeting, the trustees convened and unanimously elected the following officers: Dr. Lualhati G. Trias as the Chairperson, Emmanuel Q. Canivel as President, Ruby A. Benitez as Treasurer, and Atty. Alro S. Paglinawan as Secretary.
Canivel maintained that Lietz' objection to the election held on December 9, 2022 has been rendered moot and academic because the he tendered his irrevocable resignation as President and Treasurer of the PWC, effective immediately.
He was only subsequently elected as President by the new set of the Board of Trustees of PWC on February 18, 2023.
In its decision, the court ruled on February 11, 2026, that the complainants sought to disqualify several board members and the school's president, Emmanuel Canivel, alleging procedural infirmities such as a lack of quorum, improper meeting notices, and failure to meet educational or residency requirements set by the institution's by-laws.
Although the court acknowledged that certain 2022 board meetings were null and void due to venue and notice violations, it ultimately dismissed the complaint. The ruling concluded that the challenge against Canivel's presidency was moot and academic following his subsequent resignation and re-election, while the claims against other board members were rejected for a lack of sufficient evidence.
For the qualifications of the defendants based on residency, the Court found insufficient evidence to prove that Joachim, Karen, and Andreanna Benitez were non-residents of the Philippines.
"In the case at bar, plaintiffs failed to establish that defendants Joachim and Andreanna Benitez ceased to be residents of the Philippines. The only evidence presented were the Special Powers of Attorney (SPA) executed by said defendants in favor of Ruby A. Benitez and/or Tomas Julio A. Benitez showing that Joachim's address is at 715 Whisper Woods Drive, Lakeland, FL 33813-5640, USA, while Andreanna Miquela's address is at 108 Grove St., Charleston, SC 29403-3611, USA. No further evidence was adduced to prove abandonment of Philippine residence. As to defendant Karen Benitez, plaintiffs presented no evidence whatsoever, aside from bare allegations regarding her Caucasian race," the court ruling stated.
"The Court further notes that summons were successfully served upon defendants at their Philippine addresses provided by plaintiffs themselves and their failure to file an Answer resulted in their being declared in default. Plaintiffs did not question the return of service to the said defendants in fact they filed a motion to declare defendants except Canivel in default thereby admitting that defendants indeed were duly served with summons in their Philippine addresses. This circumstance supports the conclusion that they maintained residence in the Philippines and had no intent to abandon the same," the ruling added.
While in terms of Ruby Benitez's education, the Court ruled there was no requirement in the PWC By-Laws that a member must hold a bachelor's degree.
Regarding the validity of the meeting on October 20, 2022, the Court declared it void because it was conducted via video conference without meeting the "unanimity" or "principal office" requirements set by the By-Laws when notice is not provided to all trustees. The same with the December 9, 2022 meeting, the court declared it null and void due to improper venue (Zoom) and failure to provide the required three-day notice. Consequently, Canivel's initial election as President during this meeting was invalid.
However, the issue of mootness despite the invalidity of the December 9, 2022 election, the Court found the issue to be moot and academic, because Canivel resigned on February 18, 2023, and was subsequently re-elected by a new set of Trustees on that same date. Under the principle of mootness, an adjudication would serve no practical purpose as the contested status (the 2022 election) no longer existed.
"In this case, the supervening resignation of defendant Canivel as President of the PWC on February 18, 2023 has effectively mooted the issue of his qualification and authority as President of the Corporation based on his election during the void regular meeting on 9 December 2022," the court order stated, making his presidency legitimate. CEA